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 the assets of such Person will, as of such
 date, exceed the amount of all "liabilities
 of such Person, contingent or otherwise", as
 of such date, as such quoted terms are
 determined in accordance with applicable
 Panamanian and U.S. federal and state laws
 governing determinations of the insolvency
 of debtors, (b) the present fair saleable
 value of the assets of such Person will, as
 of such date, be greater than the amount
 that will be required to pay the liability
 of such Person on its debts as such debts
 become absolute and matured, (c) such Person
 will not have in its good faith opinion, as
 of such date, an unreasonably small amount
 of capital with which to conduct its
 business, and (d) such Person will be able
 to pay its debts as they mature. For
 purposes of this definition, (i) "debt"
 means liability on a "claim", and (ii)
 "claim" means any (x) right to payment,
 whether or not such a right is reduced to
 judgment, liquidated, unliquidated, fixed,
 contingent, matured, unmatured, disputed,
 undisputed, legal, equitable, secured or
 unsecured or (y) right to an equitable
 remedy for breach of performance if such
 breach gives rise to a right to payment,
 whether or not such right to an equitable
 remedy is reduced to judgment, fixed,
 contingent, matured or unmatured, disputed,
 undisputed, secured or unsecured.

SPECIFIED PERSON any sublessee or any other Person that uses
 or has the right to use or has possession or
 custody of the Aircraft, the Airframe, any
 Engine or any Part, or any shareholder,
 Subsidiary, Affiliate, contractor, director,
 officer, agent or employee of any of the
 foregoing.